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This instrument prepared.by Robert J.Kroner,VSB#18682,418 E.Water Street,Charlottesville,VA 22902
UNIVERSITY OF VIRGINIA RESEARCH PARK
THIS AMENDED AND RESTATED DECLARATION OF COVENANTS,
CONDITIONS, RESTRICTIONS, AND EASEMENTS is made as of , 2020, by
UNIVERSITY OF VIRGINIA FOUNDATION, a Virginia non-stock corporation. This
Declaration amends and restates in its entirety the Declaration of Covenants, Conditions,
Restnctions, and Easements dated January 1, 1999, made by UREF Research Park, Inc., recorded
in the Office of the Clerk of the Circuit Court of Albemarle County,Virginia, in Deed Book 1819,
page 434, as amended by Supplemental Declarations recorded in the Clerk's Office in Deed Book
2085,page 696, and in Deed Book 4957, page 705.
RECITALS
UREF Research Park, Inc., was the Declarant under the Original Declaration. University of
Virginia Foundation is the successor by merger to UREF Research Park, Inc.
Declarant is the owner of certain real property located in Albemarle County, Virginia,
containing 555.56 acres, more or less, known as the University of Virginia Research Park. The
land is more particularly shown and described on a plat by Dewberry, dated 7/12/2018, last revised
, 2019,entitled"Plat Showing A Boundary Survey on Various Parcels of the Property
of University of Virginia Foundation Rio Magisterial District Albemarle County,Virginia,"which
is attached to this Declaration as Exhibit A (the "Property"). As used in this Declaration, the term
"Research Parr" is deemed to include the Property and any additional land that may be subjected
to this Declaration at a subsequent date.
ARTICLE 1
DEFINITIONS
Unless the context otherwise specifies or requires, the terms defined in this Article 1 will
have the following meanings:
Articles: Articles of Incorporation of the Association, as amended from time to time.
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Association: University of Virginia Research Park Association,or such other name assigned to the
Association by the Declarant at the time of its formation as a Virginia non-stock corporation, its
successors and assigns.
Board of Directors: Board of Directors of the Association.
Board of Supervisors: Board of Supervisors of Albemarle County, Virginia, or any successor
governing body of the County of Albemarle.
Building Area Foot/Building Area Feet: one or more square feet of maximum building area as
authorized by the Zoning Ordinance and proffered conditions and allocated by Declarant to a
designated Parcel by express language in the deed conveying such Parcel to a Class A Member.
Because maximum building areas are not allocated until a Parcel is conveyed to a party other than
Declarant,with respect to each Parcel owned by the Class B Member`Building Area Feet"means
the building area of completed Improvements plus building areas under construction on the Class
B Member's Parcels, as certified by the Class B Member.
Bylaws: Bylaws of the Association, as amended from time to time.
Class A Members: Owners other than Declarant, except as provided in Section 8.1.2.
Class B Member: Declarant, except as provided in Section 8.1.2.
Clerk's Office: Office of the Clerk of the Circuit Court of Albemarle County, Virginia.
Common Area or Common Areas: any and all of the Property and the improvements thereon
owned, leased, used, or managed by the Association or over which the Association uses or has an
easement for enjoyment or maintenance, including all areas designated on recorded plats of the
Property as roads (other than roads that have been accepted into the state secondary road system),
"Common Area" or "Open Space and Recreation Area" or similar designations. Declarant may
designate bus stops, bicycle paths, walking and jogging paths, ponds, storm water management
areas, recreational areas, and other areas intended for the common use and enjoyment of some or
all of the Members or intended by the Zoning Ordinance for the common use and enjoyment of
some or all of the Members,even though any or all of such areas and improvements may be located
on portions of the Property owned by Declarant that are not subject to recorded easements in favor
of the Association.
County: Albemarle County,Virginia.
Declarant:University of Virginia Foundation,a Virginia non-stock corporation,and its successors
as developer of the Property to whom University of Virginia Foundation has assigned its rights as
Declarant.
Declaration: This Amended and Restated Declaration of Covenants, Conditions,Restrictions, and
Easements, as amended or supplemented from time to time.
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Design Code: the architectural guidelines for the construction or alteration of buildings and other
improvements issued by Declarant or, at Declarant's option, by the Design Review Committee, as
amended, modified, or supplemented from time to time. The initial Design Code is attached as
Exhibit B.
Design Review Committee ("DRC'): the Design Review Committee established pursuant to
Article 4. Until such time as Declarant formally establishes the DRC and specifically delegates to
it some or all of the duties and powers described in this Declaration, the duties and powers
described as belonging to the DRC under this Declaration are exercisable by Declarant.
Improvement/Improvements: buildings, outbuildings, roads, driveways, parking areas, slope
alterations, fences, screening walls and barriers, retaining walls, stairs, decks,water lines, sanitary
and storm sewer collection systems, electrical and gas distribution facilities, hedges, windbreaks,
plantings, planted trees and shrubs, poles, signs, loading areas, and all other structures,
construction, and installations, whether above or below the land surface.
Landscape Easements: easements for the installation, care, maintenance, and replacement of
various landscaping elements planted outside of public rights-of-way along public roadways,
including trees, shrubbery, and groundcover, required by the County pursuant to approved site
plans.
Member: every person or entity holding membership in the Association. Every Owner of a Parcel
will be a Member.
Occupant: a lessee or licensee of an Owner, or any other person or entity other than an Owner in
lawful possession of a Parcel with the permission of the Owner.
Owner: the owner of a Parcel or a person or entity holding a leasehold interest in any of the
Property pursuant to a ground lease with Declarant,as landlord. The term does not include persons
or entities who hold an interest merely as security for the performance of an obligation.
Parcel: a fractional part of the Property as appearing on subdivision plats or deeds recorded from
time to time in the Clerk's Office.
Permitted Uses: uses permitted in the Planned Development-Industrial Park(PD-IP) district under
the Zoning Ordinance in effect as of the date of this Amended and Restated Declaration other than
(i) Storage/Warehousing/Distribution/Transportation uses, (ii) animal shelter, (iii) clubs/lodges,
(iv) recycling collection station or processing center, (v) funeral home or crematorium, (vi)
exploratory drilling, (vii) animal shelter, (viii) automobile service station, (ix) automobile/truck
repair shop, (x) body shop, (xi) motor vehicle sales or rentals, or (xi) any uses permitted in the
Highway Commercial (HC) or Rural Area (RA) districts that are not otherwise permitted under
the C-1 or CO classifications. Permitted Uses may be further limited by zoning map amendments
and proffers affecting the Property as of the date of this Agreement and as may subsequently be
requested by Declarant and approved and adopted by the County.
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Property:the real estate described on Exhibit A,and such additional properties as may be subjected
to, in whole or in part, or released from, this Declaration pursuant to the provisions of Article 16.
Research Park: the Property, now commonly known as the University of Virginia Research Park.
Street/Streets: any street, highway, road, or thoroughfare within or adjacent to the Property and
shown on any recorded subdivision,parcel map, or record of survey,whether designated as street,
boulevard, place, drive, road, court, terrace, way, lane, circle, or otherwise, excluding, however,
any such street, highway, road, or thoroughfare that has been accepted into the secondary road
system of the Commonwealth of Virginia by the Virginia Department of Transportation. As of the
date of this Declaration, all of Lewis and Clark Drive has been accepted into the secondary road
system. There is a proposed extension from the current terminus of Lewis and Clark Drive that
will connect Lewis and Clark Drive from Quail Run to Innovation Drive and Airport Road (the
"Extension Road"); it is anticipated that the Extension Road will eventually become a part of the
secondary road system.Accordingly, as of the date of this Declaration,the Streets include the road
variously shown as"Discovery Drive"and"Variable Width Assess Easement"on the plat recorded
with the Supplemental Declaration recorded in the Clerk's Office in Deed Book 2085, page 696,
the road shown as "Research Park Blvd 66' Private Street Easement" on the plat recorded in the
Clerk's Office in Deed Book 4957, page 692, and the Extension Road (until such time as it has
been accepted into the secondary road system).
Utility Easement/Utility Easements: easements for the conveyance, use, maintenance, repair, and
replacement for the transmission of electricity,telephone service, sanitary and storm sewer,water,
gas, cable television, drainage, and other public conveniences or utilities.
Zoning Ordinance: all zoning ordinances, rules, and regulations of the County applicable to the
Property, as they may be amended, supplemented, or varied from time to time.
ARTICLE 2
GENERAL DECLARATION
Declarant hereby declares that the Property is, and shall be, conveyed, hypothecated,
encumbered, leased, occupied,built upon, or otherwise used, improved, or transferred,whether in
whole or in part, subject to this Declaration. All of the covenants, conditions, restrictions, and
easements set forth in this Declaration are declared and agreed to be in furtherance of a specific
plan for the improvement of the Property and are established for the purpose of enhancing and
protecting the value, desirability, and attractiveness of the Property and every part thereof Among
other objectives, Declarant desires to ensure that Improvements located in the Research Park will
provide a harmonious and appealing appearance and function, and that land uses and functions
will be complementary.
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ARTICLE 3
PERMITTED AND PROHIBITED USES
3 1 General restrictions.
Subject to receipt of any required approvals from the County, the Property may be used only
for the Permitted Uses.Any uses that require a special use permit under the Zoning Ordinance will
be allowed only with the approval of the Declarant.In addition,any rezoning application submitted
to the County and any material change in the use of a Parcel must be approved, in advance and in
writing, by the Declarant. Each Owner, Declarant (as to any lots it owns), each Occupant
(regardless of whether it has been designated as a member of the Association), and all employees,
agents, subtenants, independent contractors, licensees, and invitees of Declarant and each Owner
and Occupant during the period that they occupy or are present on the Property,must comply with
all of the restrictions set forth in this Article 3.
3.2 Offensive activities.
No use shall be permitted on any Parcel that violates any applicable environmental, land use,
or other law, ordinance, regulation, or rule of a governmental authority with jurisdiction over the
Property. No operation or use will be permitted or maintained that causes or produces any of the
following effects that are discernable outside of buildings or adversely affecting adjoining
properties:
3.2.1 noise or sound that is objectionable because of its volume,duration, intermittent beat,
frequency, or shrillness;
3.2.2 smoke;
3.2.3 noxious, toxic, or corrosive fumes or gases;
3.2.4 obnoxious odors;
3.2.5 dust, dirt, or fly ash;
3.2.6 unusual fire or explosive hazards;
3.2.7 vibration;
3.2.8 harsh glare from the reflection of the sun or from an electric beam of light; or
3.2.9 any other activity that creates a nuisance or is otherwise not in harmony with the
intent of this Declaration.
3 3 Condition of property.
The Owner and Occupant (if applicable) of any Parcel will, at all times, keep it and the
buildings, improvements, appurtenances, and landscaping located thereon in a safe, clean, and
wholesome condition and comply at its own expense, in all respects, with all applicable
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governmental, health, fire, and safety ordinances, regulations, requirements, and directives; and
the Owner or Occupant shall at regular and frequent intervals remove at its own expense any
rubbish of any character whatsoever which may accumulate on the Parcel. Except with the pnor
written approval of the DRC, storage of equipment and materials must be within buildings or well
screened so as to be not visible from access roads,public areas, or adjacent properties.
3 4 Maintenance and repairs.
Each Parcel and all improvements thereon, including landscaping, all exterior areas, and all
walks, driveways, parking lots, and associated storm drainage facilities, must at all times be
constructed, kept, and maintained by the Owner and Occupant(if applicable) of the Parcel in first
class condition, repair, and appearance, and in a state consistent with the site/landscape plan
approved by Albemarle County or the Design Review Committee, as the case may be.
3.5 Utility lines and antennas.
No sewer, drainage, or utility lines or wires or other devices for the communication or
transmission of electric current, power, or signals, including telephone, television, microwave, or
radio signals, may be constructed, placed, or maintained anywhere in or upon any portion of the
Property other than within buildings or structures, unless the same shall be contained in conduits
or cables constructed, placed, or maintained underground or concealed in or under buildings or
other structures or unless otherwise specifically approved by the Design Review Committee.
Antennas for the transmission or receipt of telephone, television,microwave, or radio signals may
be placed on buildings or other improvements within the Property, subject to approval of the
Design Review Committee;provided,however, that all such antennas shall be located in a manner
to minimize visibility from any public right-of-way or public view, and no antenna may cause
interference with or disruption of services or operations of any other Owner or Occupant.
3.6 Street parking.
Parking on any Street is permitted only in spaces specifically designated for parking by the
Declarant or the Design Review Committee.
ARTICLE 4
DESIGN REVIEW COMMITTEE
4.1 Formation of Design Review Committee.
Declarant intends to establish a Design Review Committee (the"DRC"), consisting of three
(3) individuals, for the purpose of approving plans for the construction and alteration of
Improvements and for the purpose of performing such other functions as are required pursuant to
this Declaration and the Design Code. Declarant may,from time to time,transfer the duties,rights,
and obligations of the DRC to the Board of Directors of the Association which may, in turn,
delegate such duties, rights, and obligations to a committee of the Association appointed by the
Board of Directors.
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4.2 Selection of DRC members.
4.2.1 Any adult person shall be eligible to be a member of the Design Review Committee.
4.2.2 So long as Declarant owns or controls fifty percent (50%) or more of the acreage of
the Property within the Research Park, Declarant is entitled to appoint all members
of the DRC. If Declarant owns at least five percent (5%) but less than fifty percent
(50%) of the acreage of the Property within the Research Park, Declarant is entitled
to appoint two (2) members of the DRC. For so long as Declarant owns some, but
less than five percent (5%), of the acreage of the Property within the Research Park,
Declarant is entitled to appoint one (1) member of the DRC. For purposes of this
Section, any Parcels owned by the Rector and Visitors of the University of Virginia
or by any corporation, foundation, or other entity affiliated with the University of
Virginia, or by any subsidiary or affiliate of University of Virginia Foundation, will
be deemed to be "controlled"by Declarant.
4.2.3 Those members not named by Declarant will be named by a vote of Class A Members
at the annual meeting of the Owners called by the Association's Board of Directors,
at a special meeting of the Owners, or by consent resolution adopted by all of the
Owners other than Declarant;notice of any such meeting will be given in accordance
with the Association's Bylaws.
4.2.4 Upon the death or resignation of any DRC member who has been appointed by
Declarant, Declarant is entitled to appoint a successor DRC member. Upon the death
or resignation of any DRC member not selected by Declarant, the remaining DRC
members may appoint a successor member to serve until the next meeting of the
Owners.
4.3 Rules of procedure.
The DRC may adopt rules and regulations from time to time governing its activities. The
DRC will meet at the convenience of its members as often as necessary to transact its business
acting on the concurrence of two (2)out of the three (3)members.Notwithstanding the foregoing,
in no event may any rules and regulations adopted by the Design Review Committee materially
adversely effect, from an operational standpoint and/or a financial standpoint, the conduct of an
Owner's business operations within the Property at the time such rules and regulations are adopted.
ARTICLE 5
CONSTRUCTION OF IMPROVEMENTS
5.1 Approval of plans required.
No Improvements may be erected,placed, altered,maintained, or permitted to remain on any
Parcel by any Owner or Occupant until the design review process, as set forth in the Design Code
(or if the Design Code has not been issued, as set forth in the Intenm Standards (as defined in
Section 6 1)), is complete, and the Design Review Committee approves the Improvements in
writing.
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5.2 Basis for approval.
Approval will be based, among other things, upon adequacy of site dimensions, adequacy of
structural design,conformity and harmony of external design with neighboring structures and with
the rest of the Research Park, effect of location and use of proposed improvements upon
neighboring Parcels, proper facing of main elevation with respect to nearby streets, adequacy of
screening of trash/rubbish/outdoor storage, mechanical, air conditioning, or rooftop installations,
and conformity of the plans and specifications to the purpose and intent of this Declaration and the
Design Code. The DRC has the right to disapprove any plans that do not provide for the
underground installation of power, electrical, telephone, and other utility lines from the property
line to buildings. Except as otherwise provided in this Declaration, the DRC has the right to
disapprove any plans and specifications submitted hereunder on any reasonable grounds including,
but not limited to, the following:
5.2.1 Failure to comply with this Declaration or the Design Code;
5.2.2 Failure to include information in the plans and specifications reasonably requested
by the Committee;
5.2.3 Objection to the extenor design, the appearance of materials, or materials employed
in any proposed structure;
5.2.4 Objection on the ground of incompatibility of any proposed structure or use with
existing structures or uses upon other Parcels, or other property in the vicinity of the
Property;
5.2.5 Objection to the location of any proposed structure with reference to other Parcels or
other property in the vicinity;
5.2.6 Objection to the grading or landscaping plan for any Parcel;
5.2.7 Objection to the color scheme, finish,proportions, style of architecture, height,bulk,
or appropriateness of any Improvement;
5.2.8 Objection to the number or size of parking spaces, or to the design of the parking
area; or
5.2 9 Any other matter which, in the judgment of the DRC, would render the proposed
improvements or use inharmonious with the general plan for improvement of the
Property, the Design Code, or with Improvements located upon other lots or other
property in the vicinity.
5.3 Result of inaction.
If the DRC fails either to approve or disapprove plans and specifications submitted to it for
approval within forty-five (45) business days after the same have been submitted (Saturdays,
Sundays, and legal holidays excluded), it will be conclusively presumed that the DRC has
approved such plans and specifications; provided, however, that if, within the forty-five (45)
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business day period, the DRC gives written notice of the fact that more time is required for the
review of such plans and specifications, there will be no presumption that the same are approved
until the expiration of such reasonable period of time as is set forth in the notice.
5.4 Approval.
The DRC may approve plans and specifications as submitted, or as altered or amended, or it
may grant its approval to the same, subject to specific conditions. Upon approval or conditional
approval by the DRC of any plans and specifications submitted, a copy of such plans and
specifications, bearing such approval together with any conditions, shall be returned to the
applicant submitting the same. The DRC is not required to approve plans solely on the grounds
that the layout, design, and other aspects of the Improvements were approved by the DRC on
another Parcel.
In addition, the DRC may decline to approve the plans and specifications and request
resubmittal. If the DRC declines to approve the plans and specifications, it must provide a written
explanation for the refusal.
5.5 Proceeding with the work.
Upon receipt of (i) approval from the DRC pursuant to Section 5.4 and (ii) all required
jurisdictional permits and approvals, the Owner or Occupant, or both, to whom the same is given,
will,as soon as practical,satisfy any and all conditions of such approval and will diligently proceed
with the commencement and completion of all approved excavation,construction,refinishing, and
alterations.In all cases,work must commence within two(2)years from the date of DRC approval,
and if work is not so commenced approval shall expire unless the DRC,pursuant to written request
made and received prior to the expiration of such two (2) year period, extends the period of time
within which the work may be commenced.
5.6 Completion of the work.
Any Improvement commenced pursuant hereto shall be completed within two (2) years of
the commencement of work, except for so long as such completion is rendered impossible, or
unless work upon the proposed Improvements would impose a great hardship upon the Owner or
Occupant to whom the DRC's approval is given, due to strike, fire, national emergency, natural
disaster, or other supervening force beyond the control of Owner or Occupant. The DRC may,
upon written request made and received prior to the expiration of the two (2) year period, extend
the period of time within which work must be completed. Failure to comply with this Section 5.6
will constitute a breach of this Declaration and subject the party in breach to the enforcement
procedures set forth in Article 13. All construction or reconstruction activities on a Parcel must be
conducted in a commercially reasonable manner that minimizes the offensive activities described
in Section 3.2 and minimizes and disruption of activities conducted by Owners, tenants, and
occupants of nearby Parcels.
5.7 Declarant and Design Review Committee not liable.
None of Declarant or any of its officers or directors, the Design Review Committee or any
of its members, or the Association or any of the members of its Board of Directors or any
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committee to which the design review function is delegated, shall be liable for any damage, loss,
or prejudice suffered or claimed by any person on account of:
5.7.1 The approval or disapproval of any plans, drawings, and specifications, whether or
not such plans, drawings, and specifications are in any way defective;
5.7.2 The construction of any Improvement, or performance of any work, whether or not
pursuant to approved plans, drawings, and specifications; or
5.7.3 The development of any Parcel within the Research Park.
5.8 Construction without approval
If any Improvement is erected, placed, or maintained upon any Parcel, or if the exterior
design of any Improvement or if any new use is commenced upon any Parcel, other than in
compliance with the approval by the Design Review Committee pursuant to the provisions of this
Article 5, such Improvement or use will be deemed to have been undertaken in violation of this
Declaration. Upon written notice from the Design Review Committee and/or Declarant, any such
Improvement or use in violation of this Declaration must cease or be amended so as to conform to
this Declaration. Should such removal or alteration or cessation or amendment of use not be
accomplished within thirty (30) days after receipt of such notice, then the party in breach of this
Declaration will be subject to the enforcement procedures set forth in Article 13.
ARTICLE 6
DEVELOPMENT STANDARDS
6.1 Design Code.
The initial Design Code for the Property is attached as Exhibit B. The Design Code may be
amended, modified, or supplemented from time to time by Declarant, or Declarant may assign its
nght to amend, modify, or supplement the Design Code to the Design Review Committee. The
Design Code may include different development standards for different Parcels, or for different
areas located within the Research Park.
All Owners and Occupants are bound to conform to the Design Code unless specifically
exempted in wnting by the Design Review Committee. The Design Review Committee has the
right to approve variations from the Design Code provided the integrity of the master plan for the
Research Park will not be jeopardized. Should there be a conflict between requirements of the
Design Code and this Declaration, the more demanding of the requirements apply.
6.2 Subdivision of Parcels.
Except with respect to land owned by Declarant, no Parcel may be subdivided into two or
more lots, no property lines of a Parcel may be changed, and no Parcel may be subjected to a
condominium regime, without the prior consent of the Design Review Committee.
Notwithstanding the foregoing,Declarant reserves the right to subdivide or re-subdivide any Parcel
or any other portion of the Property owned by it, or to combine or to reconfigure such Parcels or
other portions of the Property, otherwise to modify the property lines thereof, or subject any
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portion of the Property to a condominium regime; and provided, however, that each resulting
Parcel must comply with the minimum area and other requirements of the Zoning Ordinance.Each
of the Parcels resulting from such re-subdivision as shown on a recorded plat shall constitute a
"Parcel" for purposes of this Declaration.
ARTICLE 7
MEMBERSHIP IN ASSOCIATION
Every person or entity who or which is an Owner is a member of the Association.
Membership is appurtenant to and may not be separated from the fee ownership of any Parcel. Fee
ownership of any Parcel is the sole qualification for membership. Declarant may, at such time as
it deems appropriate, (i) cause the Association to be incorporated under the laws of the
Commonwealth of Virginia, and (ii) name the initial Board of Directors. The initial Board of
Directors will be responsible for adopting the Association's Bylaws.
ARTICLE 8
VOTING RIGHTS
8.1 Classes of Membership.
The Association shall have two classes of voting membership:
8 1 1 Class A. Except as provided in Section 8.1.2, Class A members shall be all Owners
other than Declarant. Except with respect to matters provided to be voted on solely
by the Class B member, Class A members will, with respect to any matter on which
the membership of the Association is entitled to vote,be entitled to one vote for each
Building Area Foot allocated to the Parcel in which they hold the interest required
for membership by Article 7. When more than one person or entity holds the
membership interest in any Parcel, all such persons or entities will be members, and
the vote or votes for such Parcel will be exercised as the majority of such persons
among themselves determine. At any meeting of the members of the Association, a
representation by any of such persons that a majority of such persons have agreed as
to the vote or votes for such Parcel will be conclusive unless another of such persons
contest such representation of such meeting prior to the casting of such vote or votes.
8.1.2 Class B. The Class B member is the Declarant and its designated successor or assign.
The Class B member will be entitled to three (3) votes for each Building Area Foot
attributed to the Parcels in which it holds the interest required for membership by
Article 7 (exclusive of Improvements on Common Areas), provided, however, that
the Class B membership will cease and be converted to Class A membership upon
the first to occur of the date on which the Declarant owns or controls no Parcels or
other property located in the Research Park or (ii) fifty (50) years after the date this
Declaration is recorded in the Clerk's Office.
8.2 Class B Voting Matters.
The Articles of Incorporation and Bylaws of the Association will provide that, for so long as
Declarant owns or controls any Property, the Board of Directors of the Association will consist of
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three (3) members. If Declarant owns or controls at least fifty percent(50%) of the acreage of the
Property within the Research Park, all three (3) of the members of the Board of Directors will be
elected solely by the vote of the Class B member. For so long as Declarant owns or controls at
least five percent (5%) but less than fifty percent (50%) of the acreage of the Property within the
Research Park, two (2) of the three (3) members of the Board of Directors will be elected solely
by the Class B member. For so long as Declarant owns or controls some but less than five percent
(5%) of the acreage of the Property within the Research Park, one (1) of the three (3)members of
the Board of Directors shall be elected solely by the Class B member. Any board members not
elected by the Declarant will be elected solely by the Class A members.
8.3 Suspension of voting rights.
The Board of Directors may suspend the voting rights of any Class A Member during any
period when assessments owed by such Member are delinquent or when such Member is in
violation of any other provision of this Declaration; upon payment of such past due assessment or
upon curing such violation, the voting rights of such Member will be automatically restored.
ARTICLE 9
COMMON AREAS
9.1 Owners'easement of enjoyment.
Every Owner will have the right and easement of enjoyment in and to the Common Areas.
Use of the Common Areas is limited to the purpose or purposes for which the Common Areas
have been improved by Declarant or by the Association, and subject to any applicable restrictions
set forth in the Zoning Ordinance or in any rules and regulations and fees adopted by the
Association's Board of Directors from time to time. Such easement will be appurtenant to and will
pass with title to every Parcel, subject to the following provisions:
9.1.1 The right of the Association, in accordance with its Articles and Bylaws, to borrow
money for the purpose of improving the Common Area and to grant a deed of trust
on the Property owned by the Association;
9.1.2 The right of the Association to suspend the voting rights and right to use of the
Common Areas and facilities thereon (other than with respect to the portion of any
road which provides direct access to an Owner's Parcel) by an Owner for any period
during which any assessment against such Owner's Parcel remains unpaid;
9.1.3 The right of the Association to reserve and grant Utility Easements (as provided in
Article 14), to grant licenses, permits or leases of the Common Areas for uses not
inconsistent with the Zoning Ordinance, and to dedicate or transfer the ownership of
the fee interest in all or any part of the Common Areas to any public agency,
authority, or utility for such purposes and subject to such conditions as may be
approved by the Declarant. No such dedication or transfer shall be effective unless
approved not less than thirty (30) days in advance of the effective date of such
dedication or transfer by the Board and by at least two-thirds (2/3) of the Member
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votes entitled to be cast as certified by a certificate of the secretary of the Association
recorded with the conveyance instrument.
9.2 Delegation of use.
Any Owner may delegate, in accordance with the Association's Bylaws, its right of
enjoyment in the Common Area and facilities to such Owner's Occupants.
9 3 Title to Common Areas.
Declarant may convey any Common Area to the Association, free and clear of all liens but
subject to this Declaration and all other easements, conditions, and restrictions of record. When
any Common Area is identified on a plat of record in the Clerk's Office, and whether or not title
to such Common Area has been transferred to the Association, the Members and the Association
have all the rights and obligations relative to such Common Areas imposed under this Declaration,
and the Association will be liable for payment of taxes, insurance, and maintenance costs with
respect to such Common Areas.
9.4 Rights reserved by Declarant.
Until Declarant conveys any area designated as a Common Area to the Association,
Declarant has the right,but not the obligation, to construct such Improvements thereon as it deems
appropriate for the common use and enjoyment of Members; to maintain the Common Area in a
neat condition and state of repair; and to use the Common Area for other purposes not inconsistent
with this Declaration. When the Association assumes responsibility for upkeep of a portion of the
Common Areas, the Association will cooperate with Declarant to obtain the release of any
outstanding County bonds.
ARTICLE 10
MAINTENANCE OF COMMON AREAS AND FACILITIES
10.1 Association's responsibility.
The Association will be responsible for maintenance and replacement all of the Common
Areas and facilities located thereon. Such maintenance and repair responsibility includes, without
limitation:
10.1.1 Cleaning, maintaining, re-lamping and replacing any external lighting fixtures,
except such fixtures which are the property and/or the responsibility of any utility or
governmental body.
10.1.2 Performing necessary maintenance of all landscaping as required within the Common
Areas including trimming, watering, and fertilization of all grass, groundcover,
shrubs, and trees; removal of dead or waste material; and replacement of any dead or
diseased grass, groundcover, shrubs, or trees; and as more particularly described in
Section 10.4.
10.1 3 Removing trash and rubbish within the Common Areas.
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10 1.4 Cleaning, maintenance, repair, and replacement, in perpetuity, of all drainage
facilities within the Common Area or contiguous to Streets within the Property which
are not otherwise located upon a Parcel and thereby the responsibility of an Owner
or Occupant pursuant to Section 3.4, or are not the responsibility of any utility or
governmental body.
10.1.5 Regular,penodic cleaning of the Streets, access roads, or paths owned or controlled
by the Association when such cleaning is not the responsibility of some governmental
body, and supplemental cleaning or snow removal of public roads as determined by
the Association.
10.1.6 Maintaining, repainng, and replacing any and all Improvements constructed on the
Common Areas not specifically referred to above
10 1.7 Maintaining commercial liability insurance for the benefit of Declarant and all
Owners and Occupants against claims for bodily injury, death, or property damage
occurring on, in, or about the Common Areas and the Streets, sidewalks, and
passageways, but not within any Parcel lines or the Improvements thereon or within
any building located on a Parcel or within any other area within the exclusive control
of any Owner or Occupant. Such insurance must initially afford protection of not less
than$1,000,000 with respect to bodily injury or death to any one person,not less than
$5,000,000 with respect to any one accident, and not less than $1,000,000 with
respect to property damage. Such coverage will be increased from time to time
consistent with industry standards for similar projects.
10.2 Damage or destruction by an Owner or Occupant.
If any Common Area is damaged or destroyed by an Owner or Occupant, or any employee,
agent, contractor,guest,or other invitee of an Owner or Occupant,the Association will repair such
damage and the cost of such repairs will become a special assessment upon the Parcel of the Owner
or Occupant responsible for the damage.
10.3 Streets.
All Streets will be maintained in perpetuity to a standard that, at a minimum, ensures that
they will remain in substantially the same condition it when approved by the County. The Streets
shall at all times be maintained so that it is safe and convenient for passenger automobiles and
emergency vehicles at all times except in severe temporary weather conditions. For purposes of
this Declaration, "maintenance" includes the maintenance of the private streets or alleys, and all
curbs, curbs and gutters, drainage facilities, utilities, dams, bridges and other private street
improvements, and the prompt removal of snow, water, debris, or any other obstruction so as to
keep the private street or alley reasonably open for usage by all vehicles, including emergency
services vehicles. The term"to maintain,"or any derivation of that verb,includes the maintenance,
replacement, reconstruction, and correction of defects or damage.
No public agency, including the Virginia Department of Transportation and the County of
Albemarle,Virginia,will be responsible for maintaining any improvement identified herein.
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10 4 Landscaping.
10.4.1 Various County-approved road plans for the Streets and/or roads through the Property
that will be maintained by the Virginia Department of Transportation provide for
landscaping on,through, over, under, and across the Landscape Easements. Some
of the Landscape Easements may be located on Parcels, and others on Common
Areas The Association, and its agents, employees, independent contractors, and
designees,shall have all rights and privileges as may be reasonably necessary to the
exercise of the foregoing easements, including, without limitation, a reasonable
right of ingress and egress to and from the Landscape Easements over the Parcels.
10.4.2 The Association shall maintain all Landscape Easements as specified in Section
10.1.2, above, in perpetuity.
10.4.3 No Owner shall take any action with respect to the Landscape Easements that
would interfere or be inconsistent with the use of the Landscape Easements by the
Association.
10.4.4 If any portion of the Landscape Easements is damaged or destroyed by the act or
negligent omission of one Owner, or any of such Owner's tenants, lessees,
employees, agents, guests, invitees, or licensees, then such Owner will be
responsible for damage caused thereby and shall reimburse the Association,
promptly on demand, for all costs and expenses incurred by the Association in
rebuilding and/or repairing the Landscape Easements to as good condition as
existed prior to such damage or destruction. Any such amounts due may be
collected as provided in Section 11.4 below
10.4.5 Except as provided in Section 10.4.4, all costs associated with the maintenance,
repair, or replacement of trees within any of the Landscape Easements will be the
assessed and collected as Common Area expenses as provided in Article 11.
ARTICLE 11
ALLOCATION OF COMMON AREA EXPENSES
11.1 Allocation of cost of maintaining Common Areas and facilities.
The cost of maintaining the Common Areas and all real property taxes attributable to the
Common Areas will be allocated among the Class A Members and the Class B Member, pro rata,
based upon the Total Building Area Feet in the Research Park. As used in this Section, the term
"Total Building Area Feet in the Research Park" means the sum of (i) the Building Area Feet
specifically allocated by Declarant to all Parcels owned by Class A Members plus (ii) the total
Building Area Feet attributed to Parcels owned by the Class B Member. Improvements located on
Common Areas, whether owned by the Declarant or by the Association, will be not be counted
when determining the Building Area Feet on the Class B Member's Parcels or the Total Building
Area Feet in the Research Park. Each Member's pro rate share of assessments (determined in
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accordance with Section 11.3) will be equal to the quotient derived by dividing each such
Member's Building Area Feet by the Total Building Area Feet in the Research Park.
11.2 Computation of maintenance costs.
The expense incurred by the Association in the performance of its obligations set forth in
Section 10.1 includes all of the expenses incurred to perform such services; the cost of
administration thereof, including the cost of accounting for the computation and collection of
maintenance costs and real property taxes; reasonable reserves for repairs, replacement and
delinquent accounts; plus any costs incurred to provide security to the Property, if necessary; all
of such costs to be determined in accordance with generally accepted accounting principles
consistently applied (collectively, the "Common Area Expense").
11.3 Assessment of Common Area Expense.
All estimated costs and expenses of maintenance(including those attributable to real property
taxes) and security services (if provided in the Association's sole discretion) will be assessed in
advance by the Association in accordance with a budget adopted by the Association on an annual
basis and billed to each Member not less frequently than once each calendar year, except that the
initial annual period for which each Member will be assessed is the annual period in which the
first anniversary of the closing on the purchase by it from the Declarant of an unimproved Parcel
occurs and the amount of its assessment shall be prorated for the number of days remaining in such
annual period subsequent to such anniversary. The assessments are due and payable by each
Member promptly upon receipt of the notice of the assessment. The amount, if any, by which any
assessments received in advance from any Member exceed such Member's actual share of
maintenance expenses for a billing period will be credited against the estimated costs and expenses
for the ensuing billing period. The Association may, in addition to the regular assessments, make
special assessments for the purpose of defraying, in whole or in part, the cost of any construction,
reconstruction, maintenance, repair, or replacement, including capital expenditures, of any of the
Improvements on the Common Areas, including fixtures and personal property attached thereto,
and the amount by which the actual expenditures of the Association exceed the funds otherwise
collected from the Members. No assessment, whether annual or special, will include any amount
for construction of new improvements to the Common Areas without the approval of a majority
of the votes cast by the Members.
Notwithstanding the definition of the types of expenses that may be allocated to the Members
pursuant to this Section 11.3, the following expenses will not be included within the definition of
Common Area Expenses:
11.3.1 The cost of any capital expenditure, as determined by generally accepted accounting
principles, that is not approved by a two-thirds majority of the votes cast by the
Members at a duly called meeting of the Members;
11.3.2 Cost of Common Area land acquisitions subsequent to the date of this Declaration,
except with the approval of a majonty of the votes cast by the Members at a duly
called meeting of the Members;
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11.3.3 Costs and expense attributable to seeking and obtaining new tenants or Owners as
well as retaining existing Occupants or Owners in the Property (including any
advertising, promotional, commission or attorneys' fees, or improvements to other
premises specifically relating to such new or retained existing Occupants or Owners);
11.3.4 Any cost or expenditure that is specific to another Occupant or Owner for which the
Association is reimbursed by such Occupant or Owner or that is attributable to
another property owned by the Declarant and not part of the Property; provided,
however, this provision shall not apply to any action by the Declarant or Association
to enforce the provisions of this Declaration;
11.3.5 Fees attributable to enforcing leases or agreements against or disputes with
Occupants or Owners within the Property; and
11.3.6 If the Association is reimbursed through a warranty or by insurance coverage for
damage or defective improvement within the Common Areas,then the cost for repair
or replacement of such item will be first offset by the warranty or insurance proceeds
actually received by the Association.
11.3.7 The initial cost to construct improvements (e.g., roads, storm water detention
facilities, street lights, walking trails, etc.) to develop the Property. Initial cost, as
used in the previous sentence, does not include, and this section is not intended to
exclude from Common Area Expense, the cost to provide routine maintenance,
repair, or replacement Improvements.
11.4 Creation and enforcement of maintenance and tax assessment lien.
11.4.1 Declarant, in its capacity as the fee simple owner of the Property, hereby covenants
and agrees to pay, and each subsequent Owner, by acceptance of title thereto, is deemed to
covenant and agree to pay, all assessments for maintenance and real property taxes as set forth in
the preceding Section, including special assessments, such assessments to be fixed, established,
and collected from time to time as provided in this Declaration. Such assessments, together with
interest thereon as hereafter set forth and together with the cost of collection thereof, will be a
charge on the land and will be a continuing lien upon each Parcel against which each such
assessment is made.
11 4.2 In the event that any Member fails to pay the assessment within ten (10) business
days following such Member's receipt of written notice from the Association concerning such
delinquency, the Association may file for record in the Clerk's a claim of lien, together with
interest thereon; such claim of lien must be signed by an authorized representative of the
Association, in accordance with § 55-516 of the Code of Virginia(1950, as amended).
11.4 3 Such a lien, when so established against the Parcel described in such claim, will be
prior or superior to any nght, title, interest, lien, or claim that may be or may have been acquired
in or attached to the real property interests subject to the lien subsequent to the time of filing such
claim for record, other than the lien for real property taxes and assessments. Such lien will be for
the benefit of the Association and may be enforced and foreclosed in a suit or action brought by
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the Association in any court of competent jurisdiction, if brought within one (1) year of the filing
of such claim.
11.4.4 Any such sale provided for herein is to be conducted in the same manner as provided
in § 55-516 of the Code of Virginia (1950, as amended) for the enforcement of liens by property
owners' associations. The Association, Declarant, or any Owner, through their duly authorized
agents, has the power to bid on the liened property at any foreclosure sale, and to acquire, lease,
mortgage, and convey the same.
11.4.5 Upon the timely curing of any default for which a notice of claim of lien was filed,
the Association is hereby authorized and directed to file or record, as the case may be, an
appropriate release of such notice, upon payment by the defaulting Member of a fee, to be
determined by the lien claimant,to cover the costs of preparing and filing or recording such release,
together with the payment of such other costs, interests, or fees as shall have been incurred. The
assessment lien and the nghts to foreclose thereunder are in addition to, and not in substitution for,
all other rights and remedies which any party may have hereunder and by law, including a suit to
recover a money judgment.
11.5 Initial contribution to the Association.
Contemporaneously with the conveyance of any Parcel to an Owner other than Declarant,
such Owner will pay to the Association a one-time initial contribution of$ , as adjusted
from time to time by the Board of Directors.
11.6 Exempt property.
Assessments imposed on any Parcels or any portions of a Parcel that are exempt from real
estate taxation will exclude any costs attributable to real estate taxes payable by the Association,
and all of such real estate taxes payable by the Association will be allocated entirely among the
Owners of the portions of the Property that are subject to real estate tax.
ARTICLE 12
MODIFICATION
12.1 Procedure.
This Declaration or any provision hereof,or any covenant,condition, or restriction contained
herein, may be terminated, extended, modified, or otherwise amended, as to any portion of the
Property,with the written consent of at least two-thirds (2/3) of the votes eligible to be cast by the
Members. No such termination, extension, modification, or other amendment will be effective
until a proper instrument in writing has been executed, acknowledged, and recorded. Moreover,
no such modification or amendment of this Declaration will affect any use of or improvements on
any portion of the Property at the time of such modification or amendment. For purposes of
calculating the percentages in this Section 12 1, Building Square Feet owned or controlled by the
Association will be subtracted from the total Building Square Feet within the Research Park.
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12.2 Governmental regulation.
All valid governmental enactments, ordinances, and regulations are deemed to be a part of
this Declaration, and to the extent that they conflict with any provision, covenant, condition, or
restriction of this Declaration, the conflicting governmental enactment, ordinance, or regulation
will control, and the provision, covenant, condition, or restriction of this Declaration that is in
conflict will be deemed amended to the extent necessary to bring it into conformity with such
enactment, ordinance, or regulation while still preserving the intent and spirit of such provision,
covenant, condition, or restriction. The foregoing provision will not be construed to nullify
provisions of this Declaration or the Design Guidelines which vary from and are more stringent
than similar provisions in governmental enactments, to the extent that the more stringent
provisions are not unlawful.
ARTICLE 13
ENFORCEMENT
13.1 Default and remedies.
In the event of any breach,violation, or failure to perform or satisfy any covenant, condition,
or restriction that has not been cured within thirty(30)days after written notice to do so,Declarant
at its sole option and discretion may enforce any one or more of the following remedies or any
other rights or remedies to which Declarant may be entitled by law or equity, whether or not set
forth in this Declaration. Remedies provided herein or by law or equity are intended to be
cumulative and not mutually exclusive.
13.1 1 Damages. Declarant may bring suit for damages for any compensable breach of, or
noncompliance with, any of the covenants, conditions, or restrictions, or declaratory
relief to determine the enforceability of any of the covenants, conditions, or
restrictions.
13 1.2 Equity. It is recognized that a violation by an Owner of one or more of the foregoing
covenants, conditions, or restrictions may cause Declarant to suffer material injury or
damage not compensable in money, and that Declarant will be entitled to bring an
action in equity or otherwise for specific performance to enforce compliance with
these covenants, conditions, and restrictions or an injunction to enjoin the
continuance of any such breach or violation thereof.
13.1.3 Abatement and lien rights.Any such breach or violation of this Declaration is hereby
declared to be a nuisance, and Declarant will be entitled to enter the Property as to
which the breach or violation exists and summarily abate and remove,without further
legal process, to the maximum extent permitted by law, any structure, thing, or
condition that may exist in violation of any portion of this Declaration; or take those
actions that are required of any person or entity subject to this Declaration; or to
prosecute any remedy allowed by law or equity for the abatement of such nuisance
against any person or entity acting or failing to act in violation of this Declaration, all
at the sole cost and expense of the Owner or Occupant. Any costs or expenses paid
or incurred by Declarant in abating such nuisance or prosecuting any such remedy
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(including all reasonable attorneys' fees and costs of collection), together with
interest thereon at the rate of ten percent (10%) per annum, will be a charge against
the Parcel or portion of the Property as to which the breach or violation exists, and
will also be the personal obligation of that Owner or Occupant when such charges
became due or who committed such breach or violation. In addition to any other
rights or remedies hereunder, Declarant may deliver to Owner and record in the
Clerk's Office a certificate or notice of claim of lien (which, among other things,
may, but need not, recite the nature of the violation, the legal description of the site
or portion of the Property affected by such violation, the recorded or reputed Owner
thereof, Declarant's name and address, the amount of the claims and the remedies
being pursued by Declarant) and if any recited amounts so charged have not been
paid within thirty(30)days thereafter,Declarant or its authorized representatives may
foreclose such lien by a sale conducted pursuant to Sections 55-59.1 to 55-59.4 of the
Code of Virginia (1950, as amended) or other statutes applicable to the exercise of
powers of sale in deeds of trust, or in any other manner permitted by law. Declarant,
through its authorized representatives, may bid on and acquire any property subject
to such lien at any such foreclosure sale. If the violations recited in such lien claim
are timely cured and any recited amounts timely paid as provided above, Declarant
will forthwith record an appropriate release of such lien at the Owner's sole expense.
13.2 Waiver.
No waiver by Declarant of a breach of this Declaration, and no delay or failure to enforce
this Declaration, may be construed or held to be a waiver of any succeeding or preceding breach
of the same or of any other of the covenants, conditions, and restrictions set forth in this
Declaration. No waiver by Declarant of any breach or default hereunder may be implied from any
omission by Declarant to take any action on account of such breach or default if such breach or
default persists or is repeated, and no express waiver affects a breach or default other than as
specified in such waiver. The consent or approval by Declarant to or of any act by an Owner
requiring Declarant's consent or approval will not be deemed to waive or render unnecessary
Declarant's consent or approval to or of any similar acts by an Owner.
13.3 Costs of enforcement.
In the event any legal or equitable action or proceeding are instituted to enforce any provision
of this Declaration, the party prevailing in such action will be entitled to recover from the losing
party all of its costs, including court costs and reasonable attorneys' fees.
13.4 Non-exclusive rights of enforcement.
The rights of enforcement granted to Declarant are non-exclusive and are exercisable by
Declarant for so long as Declarant owns any interest in the Property. Concurrently, each Owner,
the DRC and its successors and assigns, and the Association are hereby granted all of the rights of
enforcement and the remedies provided to Declarant by this Article 13. Any such Owner or the
DRC or the Association may seek enforcement of all remedies in accordance with the provisions
of this Article 13 independently of Declarant.
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ARTICLE 14
EASEMENTS RESERVED
14.1 Utilities.
Declarant reserves perpetual easements, rights, and privileges for Utility Easements upon,
in, or over the Property including Common Areas, provided, however, that the Utility Easements
do not impair the use or appearance of Improvements already located upon or the location of which
has already been approved by the DRC to be located upon an Owner's Parcel. The Utility
Easements include the right to cut trees, bushes, or shrubbery and such other rights as Declarant
or the governmental authority or utility company providing the utilities may require. The utility
lines installed pursuant to the Utility Easements will be buried underground to the extent
commercially feasible. Declarant has the right to convey Utility Easements to other Owners, to
governmental authorities or utility companies,to the Association,and to any other party or parties.
No utility lines or other improvements,whether above or below ground level,may be installed by
or on behalf of any Owner or Occupant within Utility Easements (once located) without the prior
written approval of the DRC. No connections to or use may be made of lines, conduits, or other
utility improvements within Utility Easements by any Owner or Occupant unless approved in
writing by the DRC.The Owner of any Parcel affected by a Utility Easement will have the absolute
right, at its sole expense, and subject to appropriate local government utility provider approval, to
relocate any Utility Easement on such Owner's Parcel provided that the relocation will not cause
any material disruption of use and enjoyment of the utilities and services provided through the
Utility Easement.
Upon the grant of any Utility Easement, Declarant will (a)perform or cause to be performed
all of the necessary work at its own cost to install any utility line or otherwise improve the easement
area, with the least possible interference to the use and enjoyment of the affected property; (b)
upon completion of the work, restore or cause to be restored the affected property to its condition
prior to commencement of the work; (d) and indemnify and hold harmless the Owner of the
affected property against all material loss, liability, damage and expense, including reasonable
attorneys' fees and court costs, that the Owner suffers as a result of the performance of the work.
14.2 Erosion control.
Declarant reserves a perpetual easement, right, and privilege to enter upon any Parcel or
Common Area, and the Association is granted a perpetual easement, right, and privilege to enter
upon any Parcel, either before or after any Improvements have been constructed thereon or during
such construction, for the purpose of taking such erosion control measures as Declarant or the
Association deems necessary to prevent or correct soil erosion or siltation thereon or therefrom.
Except in emergency situations (in which case no notice is required), Declarant or the Association
may not exercise such right unless it has given the Owner of the Parcel or the Association (as to
the Common Area) at least ten (10) days prior notice thereof and the Owner or the Association, as
the case may be, has failed to take appropriate action to correct or prevent the erosion or siltation
problem. The reasonable costs incurred by the Declarant or Association in undertaking such
erosion control measures on any Parcel will be a special assessment upon the Parcel and will
constitute a lien against the Parcel collectible in the manner provided herein for the payment of
assessments. This Section shall not apply to lots owned by Declarant.
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14.3 Maintenance of Parcels and Common Areas.
Declarant reserves the perpetual easement, right, and privilege, and the Association is
granted the perpetual easement, right, and privilege, to enter upon any Parcels or the Common
Area, for the purposes of:
14.3.1 mowing, removing, clearing, cutting, or pruning underbrush, weeds, or other
unsightly growth;
14.3.2 dispensing pesticides, herbicides, and fertilizer and grass seed;
14.3.4 removing trash;
14.3.4 maintaining, remediatmg,preventing, or otherwise correcting any issues with any
ponds, wetlands, streams or other waterways on any Property;
14.3.5 maintaining the Utility Easements (to the extent the Association is required to do
so) and the Landscape Easements; and
14.3.6 taking such other action as the Declarant or the Association may consider necessary
to correct any condition which detracts from the overall appearance of the Property
or which may constitute a hazard or a nuisance.
Declarant and the Association have the rights described in this Section 14.3 but are under no
obligation whatsoever to perform the tasks described in this Section 14.3. Except in emergency
situations(in which case no notice is required),Declarant or the Association may not exercise such
right unless it has given the Owner of the Parcel or the Association (as to the Common Area) at
least ten (10) days prior notice thereof and the Owner or the Association, as the case may be, has
failed to take appropriate action. The reasonable cost incurred by the Association or Declarant in
taking such action will constitute a special assessment upon the Parcel collectible in the manner
provided herein for the payment of assessments. This Section shall not apply to undeveloped
Parcels or other areas owned by Declarant, other than parts of such Parcels that are not left in their
natural condition.
14.4 Crossover easement.
If Declarant or any Owner, in order to make necessary repairs to Improvements located on
the Declarant's or such Owner's property, must cross any Common Area or a Parcel owned by
another Owner,Declarant or such Owner as the case may be will have an easement to use the most
direct, feasible route when entering and crossing over such area; the surface of the disturbed area
must be restored to its original condition promptly upon completion of such repairs. Declarant or
the Owner using such easement, as the case may be, agrees to indemnify and hold harmless the
Owner of the affected property against all material loss, liability, damage and expense, including
reasonable attorneys' fees and court costs, that the Owner suffers as a result of the use of such
crossover easement.
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14.5 Encroachment easement.
Each Parcel has an easement, not exceeding one foot (1.0') in width, over all adjoining
Parcels for the purpose of accommodating any encroachment due to engineering errors, errors in
original construction, settlement or shifting of a building, roof overhangs, drainage or rain water
from roofs, or similar causes (but excluding any willful encroachment).
ARTICLE 15
ASSIGNMENT
Declarant may assign, by an instrument recorded in the Clerk's Office, any and all of the
rights, powers, and reservations of Declarant contained in this Declaration to any person,
corporation, or association that will assume the duties of Declarant pertaining to the particular
rights,powers,and reservations assigned.When such person,corporation,or association evidences
its consent in writing to accept such assignment and to assume such duties, and upon recordation
in the Clerk's Office, such assignee will, to the extent of such assignment, have the same rights
and powers and be subject to the same obligations and duties as are given to and assumed by
Declarant herein. If at any time Declarant ceases to exist and has not made such assignment, a
successor Declarant may be appointed only by the Owners of at least sixty-five percent (65%) of
the Building Square Feet on the Property. If a successor Declarant is not appointed within (1)year
after a Declarant ceases to exist and no assignment was made, then all rights, powers, duties and
obligations of Declarant hereunder will be deemed to be assumed by the Association.For purposes
of calculating the percentages in this Article 15, Building Square Feet owned or controlled by the
Association will be subtracted from the total Building Square Feet located within the Research
Park.
ARTICLE 16
ANNEXATION OF ADDITIONAL LAND; RELEASES
Declarant reserves the right, without the consent of any other party, from time to time, to
annex additional property to the Property and as a result to subject such additional property and
the owners thereof to, and to make such property and the owners thereof the beneficiaries of, this
Declaration and to bring such additional property within the jurisdiction of the Association.
Declarant may exercise its right to annex other property by recording an amendment to this
Declaration in the Clerk's Office for such purpose.
Declarant reserves the right, at its discretion and from time to time, to release from this
Declaration any portions or portions of the Property that it owns at the time of such release,
provided that prior to such release Declarant pays to the Association any past due Assessments
levied against such property to be released and a pro rata portion of Assessments levied but not
yet due for the assessment period in which the release occurs. Declarant may exercise its right to
release property by recording an appropriate instrument of release in the Clerk's Office that
particularly describes the property being released.
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ARTICLE 17
SUPPLEMENTAL DECLARATIONS AND COMMUNITY ASSOCIATIONS
Declarant has the right, from time to time, to make supplemental declarations and to subject
the Property, or any portion or portions of the Property, or certain types of uses, Parcels, or
Members,as Declarant in its sole discretion may determine,to each such supplemental declaration.
Each supplement declaration will be effective upon its recordation in the Clerk's Office. Each
supplemental declaration may contain such covenants, restrictions, and easements, as Declarant,
in its sole discretion, may determine, including without limitation provision for (i) mandatory
supplemental assessment against the Parcels or Owners or Occupants subject to the supplemental
declaration, (ii) the designation of limited common areas to be governed by the supplemental
declaration,and(iii)the establishment of a community association to maintain the limited common
areas and to enforce the supplemental declaration. Unless the supplemental declaration provides
otherwise, the supplemental declaration will inure to the benefit of any may be enforced only by
the Declarant, the Owners and Occupants subject to the supplemental declaration, and the
community association (if any) created specifically pursuant to such supplemental declaration.
ARTICLE 18
OPTION TO REPURCHASE AND RIGHT OF FIRST REFUSAL
18.1 Option to repurchase.
If an Owner has not begun construction of Improvements on such Owner's Parcel in
accordance with plans approved by the DRC within twenty-four(24) months after acquiring title
to the Parcel from Declarant, or if such Owner is not diligently and continuously pursuing
completion of such Improvements in accordance with the approved plans, Declarant may
repurchase such Parcel and require such Owner to reconvey such Parcel to Declarant, free and
clear from all liens and encumbrances other than those imposed by this Declaration. As used in
this Section, any cessation of construction for thirty (30) days in any six (6) month period will
constitute a material failure to diligently and continuously pursue completion. If Declarant
exercises such option,the purchase price will equal the original purchase price paid by such Owner
to Declarant for such Parcel less any third-party expenses paid by Declarant in connection with
the original sale of the Parcel to such Owner;and such Owner will give Declarant a credit at closing
for all of Declarant's reasonable costs and expenses,including reasonable attorneys' fees and costs,
incurred to retake and restore the Parcel to its condition as of the date the Parcel was first conveyed
by Declarant to the Owner. In order to exercise this option, Declarant must give written notice to
the Owner at its last known address; notice will be deemed to have been given when it was
deposited, properly addressed, certified mail, and postage prepaid, with the U.S. Postal Service.
Declarant agrees that its rights under this Section 18.1 are subordinate to the rights of any
mortgagee providing construction or interim financing to the Owner for construction of
Improvements on such Owner's Parcel.
18.2 Right offirst refusal.
No Owner may convey any Parcel to a person or entity(other than an affiliate of such Owner,
as defined below) unless and until such Owner first delivers to Declarant written notice of the
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proposed sale together with a full and complete copy of the bona fide non-affiliate written offer to
purchase such Parcel, after which Declarant will have thirty (30) days following receipt of such
notice and offer to elect, by written notice to the offering Owner, to purchase such Parcel for the
same price and on terms substantially similar to those offered by the proposed non-affiliate offeror.
If Declarant elects not to purchase the Parcel, or fails to close on the purchase in a timely fashion,
then the offering Owner may close on the sale of such Parcel to the original non-affiliate offeror
at a price not lower than and on terms no more favorable than those contained in the original offer
delivered to Declarant. The offering Owner may not sell the Parcel to any other person or entity
without first complying again with the requirements of this Section 18.2. An "affiliate" of an
Owner is any member or members of such Owner's immediate family, a corporation, partnership,
or other entity that is either wholly owned by such Owner or that is a majority owner of such
Owner.
ARTICLE 19
CONSTRUCTIVE NOTICE AND ACCEPTANCE
Every person or entity who now or hereafter owns, leases, occupies, or acquires any right,
title, or interest in or to any portion of the Property is and shall be conclusively deemed to have
consented and agreed to every covenant, condition, and restriction contained in this Declaration,
whether or not any reference to this Declaration is contained in the instrument by which such
person acquired an interest in the Property.
ARTICLE 20
WAIVER
Neither Declarant nor its successors or assigns will be liable to any Owner or Occupant of
the Property by reason of any mistake in judgment, negligence, nonfeasance, action, or inaction,
or for the enforcement or failure to enforce any provision of this Declaration. Every Owner and
Occupant, by acquiring its interest in the Property, agrees that it will not bring any action or suit
against Declarant to recover any such damages or to seek equitable relief because of same.
ARTICLE 21
RUNS WITH THE LAND
All covenants, conditions, restrictions, and agreements contained in this Declaration are
made for the direct,mutual, and reciprocal benefit of each and every Parcel of the Property; create
mutual equitable servitudes upon each Parcel in favor of every other Parcel; create reciprocal rights
and obligations between respective Owners and Occupants of all Parcels and privity of contract
and estate between all grantees of such Parcels, their heirs, successors, and assigns; and, as to the
Owner and Occupant of each Parcel, and their respective heirs, successors, and assigns, operates
as covenants running with the land for the benefit of all other Parcels,except as expressly otherwise
provided. Every covenant, condition and restriction set forth in this Declaration will continue in
full force and effect for a period of twenty-five (25) years from the date of recordation of this
Declaration, after which it will automatically extend for successive periods of twenty-five (25)
years, unless an instrument adopted in compliance with the provisions of Section 12.1 has been
recorded in the Clerk's Office.
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ARTICLE 22
RIGHTS OF BENEFICIARIES
No breach or violation of these covenants, conditions, and restrictions will defeat or render
invalid the lien of any deed of trust or similar instrument securing a loan made in good faith and
for value with respect to the development or permanent financing of any Parcel or portion thereof,
provided,however,that this Declaration will be binding upon and effective against any subsequent
Owner of the Property or any portion thereof whose title is acquired by foreclosure, trustee's sale,
deed in lieu of foreclosure, or otherwise pursuant to such lien rights.
ARTICLE 23
CAPTIONS
The captions of articles and sections are used for convenience only and are not intended to
be a part of this Declaration or in any way to define, limit, or describe the scope and intent of the
particular article or section to which they refer.
ARTICLE 24
SEVERABILITY
If any provision of this Declaration is held to be invalid by any court, the invalidity of such
provision will not affect the validity of the remaining provisions of this Declaration.
WITNESS the following duly authorized signature:
UNIVERSITY OF VIRGINIA FOUNDATION,Declarant
By:
Tim R. Rose, Chief Executive Officer
COMMONWEALTH OF VIRGINIA
COUNTY OF ALBEMARLE
The foregoing instrument was acknowledged before me this day of ,2020,
by Tim R. Rose, Chief Executive Officer of University of Virginia Foundation, a Virginia non-
stock corporation, on behalf of the corporation.
Notary Public
Certificate number
My commission expires
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EXHIBIT A
The Property ,,
[Attach PLAT]
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EXHIBIT B
Design Code
[Attach Design Code]
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